These Terms of Service (/tos or /terms-of-service) apply to:

UAB “Fox and Felix“, company registration number 302626251 having its registered address at Šeštokų st. 39-11, Kaunas, Lithuania (henceforth - Fox and Felix); and

Legal entity represented by its Employee, who registered in Fox and Felix System and/or signed Fox and Felix Cooperation Agreement as a User (henceforth - User); or anyone else given permission to use Fox and Felix System with certain restrictions as offered by Fox and Felix’s representatives in any offline/online promotional material;

Together called Parties and each separately – a Party.

Because:

  • Fox and Felix pre-screens software service & product companies to find the ones that deliver quality results to their clients;
  • Fox and Felix has created and is in control of the Fox and Felix System to list and search for top software service and product companies;
  • Fox and Felix helps Clients to find the best software development or ready-made product partner for their (usually high-scale) needs;
  • Fox and Felix facilitates an exchange of Client Requests that Users cannot service to the ones that they can;
  • And Fox and Felix’s goal is commercial success for all of its Users;

Parties who enter Fox and Felix System agree to all Terms of Service (henceforth – Agreement) mentioned below:

Agreement

Annex 1

Annex 2

Annex 3

Fox and Felix Cooperation Agreement

  1. The Object of the Agreement
    1. By signing Fox and Felix Cooperation Agreement or by registering in Fox and Felix System, the User agrees to comply with all of the rights and responsibilities that come with this Agreement. Fox and Felix becomes obligated to provide Fox and Felix System services to the User on the terms and conditions described in this Agreement, but only if User has also signed the written copy of Fox and Felix Cooperation Agreement together with a representative of Fox and Felix.
  2. Definitions
    1. Fox and Felix System – an online platform of services, data and products, governed and owned by Fox and Felix.
    2. Request – a request to create or customize a product, provide services and/or goods, which a User became aware of via Fox and Felix System, or via Fox and Felix representative.
    3. Lead – a request to create or customize a product; provide services and/or goods, which Fox and Felix became aware of from a User and the User has put an effort to introduce Fox and Felix to an entity that created such request.
    4. Employee – User’s employee (the form of employment may vary and can include but not be limited to work agreements, contracts or any other legal work relations) or a freelance specialist.
    5. Database – a part of Fox and Felix System that is described in Annex 2.
    6. Information – the information described in Annex 2 that is provided by the User to Fox and Felix System or Fox and Felix.
    7. Intellectual Property – any product, database, invention, enhancements, know-how, brand marks, design solutions, programs and any other works of intellectual nature that are protected by the current applicable mandatory laws.
    8. Client – an entity that has a Request. The client is considered to be one (or the same) for all entities linked by both: a) any person who refers the User to other entity and is/was directly involved in Request; and b) any of the following features:
      1. One entity has a majority of stock or majority in voting power in the other entity;
      2. One entity has a right to change or lay off the majority of the administration staff of the other entity;
      3. One entity has representation rights of the majority of shareholders of the other entity.
      4. Referring person is an Employee of the other (newly referred) entity.
    9. Confidential Information (CI) – is considered any Fox and Felix and/or User(s) information that is not publicly available and disclosing this information to any 3rd party would result in a decrease of value of this information or damage the competitiveness of the party that owns this information. Regardless of the means any information is disclosed it is considered CI if it is confidential in nature or is labeled “Confidential”. In its nature such information is always considered confidential: Requests and all information associated with them, Client data, programming software source code, undisclosed product versions, prototypes, know-how, Client lists, any and all data on Employees, personal data, any pricing related to this Agreement, service pricing, business plans, workflow, and its contents, terms of agreements with Clients, terms of agreements with Employees, salaries, any information in Fox and Felix System and Database, Fox and Felix System User login data, information disclosed by other Users and other publicly non available information except for cases described in this Agreement. Parties agree that the information listed in Annex 2 may be accessible to other Users.
    10. CI Discloser - party that discloses CI.
    11. CI Receiver - party that receives CI in any shape or form or becomes aware of such information through some other means.
    12. Annex – a document listed as Annex 1Annex 2, or Annex 3 all an integral part to this Agreement. In any case where terms in this Agreement are contradicted by the terms in the Annex, Annex supersedes the Agreement.
    13. New Request - a request to create or customize a product, provide services and/or goods for a Client, which a Contractor became aware of from the Client.
    14. Work Agreement – a contract between a User and a Client regarding completing, or fulfilling the Request and/or New Request(s).
    15. Contractor – a User, which has formed a Work Agreement in any form with the Client.
    16. Sub-contractor – User or any 3rd party that was chosen according to the guides in this Agreement and its Annexes and helps the Contractor on completing Work Agreement.
    17. Commission – fee collected by Fox and Felix from Contractor as described in Annex 1.
    18. Referral – User that sends a Lead to Fox and Felix through Fox and Felix System, or via email to Fox and Felix representative.
    19. Referral Compensation – fee paid or service done by Fox and Felix to Referral in exchange for the Lead as described in Annex 1.
    20. Client Payment – amount of money value paid by Client to Contractor for an invoice from Contractor in reference to their Work Agreement.
    21. Product - (a) licensed Intellectual Property; (b) subscription-based cloud software; (c) standardized services listed in Fox and Felix Marketplace by the User.
  3. Fox and Felix System Services and Terms of Use
    1. Fox and Felix System services consist of:
      1. User account, services profile, products and portfolio management;
      2. Search for Users based on their portfolio, profile and other Information;
      3. Client Request forms;
      4. Providing statistics and ratings.
    2. Database description, Database terms of use are listed in Annex 2Annex 2 can be changed by Fox and Felix at any time in accordance to this Agreement.
    3. To enable the User to use Fox and Felix System, the Party will receive a username and password to login into the system. This information must not be disclosed to any party unless it is authorized by the User Company and the party receiving this information has agreed to all of the terms of this Agreement regarding information confidentiality. User is obligated to provide Fox and Felix with the authorized person name, surname, position within company, contact information and inform as soon as possible if any changes have occurred to this information. User is obligated to take adequate security measures to ensure that no unauthorized person will join the Fox and Felix System.
  4. Request Distribution
    1. Fox and Felix uses its own judgment to determine the best candidates for Clients. Usually Client will be offered more than one choice and Client decides on who shall be a Contractor.
      1. Fox and Felix may offer a level of transparency in the choice process and may disclose Users their scoring, that would broadly reflect both the likelihood of receiving new Requests and methods in how to improve such scoring, as well as actions that should be avoided not to influence the scoring negatively. Among other things to improve their score (and hence likelihood in receiving Requests), Users may: a) Sign Fox and Felix Lead Exchange Agreement; b) Purchase, or earn TAP to later use it to improve their score; and c) do any other actions listed in Fox and Felix System to improve their score.
    2. In case a User produces an offer for a particular Request, then it is considered that a negotiation process has begun between the User and the Client. Fox and Felix does not guarantee that the Client will choose the User.
      1. Contractor has the right to find a Sub-contractor to help with the Request if it is allowed by the Work Agreement.
      2. The User has to perform the work with quality and in a timely manner on every Work Agreement undertaken from Clients, other Users and Fox and Felix.
  5. Provision of Data and Data Security
    1. User is obligated to provide Fox and Felix System with the information specified in Annex 2. User gives Fox and Felix the right to use the information according to the guidelines described in Annex 2 and make the information available to other Users. If this Agreement is terminated, Fox and Felix retains the right to preserve information for statistical and analytical purposes, without personal information on Employees of the User.
    2. During the Request execution a User is obligated to provide Fox and Felix with the information described in Annex 2, including, but not limited to: signing the Work Agreement, invoices sent to Client and associated Client Payments, so that proper partner compensation schedule can be signed and Commission can be paid out by User to Fox and Felix.
    3. When drafting the Work Agreement the User must make sure it incorporates the necessary clauses to allow the provision of data described in Annex 2. The newest edition of Annex 2 is available in the Fox and Felix System for all its Users. User is still obligated to provide the data described in Annex 2 even if the User fails to incorporate the necessary clause in the Work Agreement. In any case the Contractor/Sub-contractor has full responsibility and risk associated with Client information handling.
    4. User guarantees and provides that for the sake of following this Agreement it has obtained all the necessary permits from competent bodies, shareholders, partners, Employee permits and authorization to provide Fox and Felix and other Users with the information described in Annex 2 and that provision and use of information to Fox and Felix System is legal.
    5. User guarantees that the information it provides is true, complete and accurate and meets the requirements of this Agreement.
    6. User is obligated to inform Fox and Felix of any changes in the information it has provided in Fox and Felix System within five (5) work days from when the change has occurred.
    7. User agrees that information described in Annex 2 and other data about the User (including Client reviews) may be made available to Clients and other Users in the Database according to the guides described in Annex 2, disclosed during: search for potential Contractors, providing mediation services and following other rules of this Agreement.
    8. User is obligated to ensure that data from Fox and Felix System would only be used for purposes described in this Agreement and according to the guides within this Agreement.
    9. Fox and Felix under no circumstances takes responsibility for the loss of information, information distortion, unauthorized login or any other violation within Fox and Felix System except for the cases when it happened due to direct fault of Fox and Felix.
    10. Fox and Felix assumes no responsibility for the information provided to Fox and Felix System by the User, does not check if the information meets the requirements of this Agreement. Fox and Felix trusts the User’s guarantee. User is responsible and is obligated to protect Fox and Felix from any responsibility for any violations of this article. In case it is determined that a User violated the requirements of this article all information that does not meet the requirements is deleted, archived or updated by Fox and Felix.
  6. Representations and Warranties of the Parties
    1. Every party agrees and warrants that:
      1. All information provided during the negotiation and signing of this Agreement is valid, accurate and complete, Parties have not concealed any important information from each other;
      2. The Party has all necessary competence, authorization, decisions, permits and factual ability to form the Agreement and follow it in its entirety;
      3. Forming this Agreement will neither contradict nor break any law applicable to the Party. It will not break any court, state or municipal authority decision and/or any other obligations regardless of how the Party became bound by them;
      4. The signing and following this Agreement won’t contradict or break any articles applicable to the Party, no shareholder and/or competent body decisions or orders, no Party shareholders or creditors’ rights and legitimate interests;
      5. Party is not under any pending or threatened claims, lawsuits, processes, arbitrations, investigations or sessions in court, state, municipal or public administration body or arbitration that might prevent the party from following this Agreement;
      6. There are no other circumstances that the Party is aware of that might affect the ability of the Party to follow the obligations according to this agreement or hurt the reputation of Fox and Felix and/or any other User.
  7. Price and Payment Arrangements
    1. Contractors pay Commission under conditions described in Annex 1.
    2. Referrals receive Referral Compensation under conditions described in Annex 1.
    3. All pricing within Annexes does not include VAT. VAT rate applied depends on what is applicable by the current law and regulations at the date the invoice is issued.
    4. All payments specified within this Agreement are to be calculated and paid in USD, EUR or GBP. In case of direct payment between Client and User the payment currency is determined by the Work Agreement.
    5. All User payments associated with this Agreement must be made without any deductions unless such deductions are imposed by the current applicable mandatory law. In such cases the User must as soon as possible inform Fox and Felix about the necessity to act on that article and provide Fox and Felix with all the documents asked.
    6. Salary, interest, fines and any other payments that are applicable according to the Agreement are considered paid from the day payment is received in the Party's bank account.
    7. If the User does not make the payments it is obligated to make according to the Agreement and Annexes on time, Fox and Felix has the right to demand 0.05% size fine for every day of delay. Paying the fine does not release the User from following the primary obligation.
  8. Suspension of the Agreement
    1. If a User fails to make a payment or violates the obligations or the Agreement in some other manner, Fox and Felix can stop all of its services and honor no obligations after 3 days from a written warning to the User and continue such course of action until the User fulfils all of its obligations.
    2. Suspension of the services automatically extends any deadlines for Fox and Felix to complete its obligations. Extension will be as long as the suspension was.
    3. Fox and Felix can suspend its services to a User and access to Fox and Felix System for any amount of time for reasons including but not limited to: maintenance, bug fixing, system upgrade, accident, confidentiality issues or any other hazardous circumstances. Fox and Felix shall not compensate any losses incurred because of this, no payment of Commission shall be waved or reduced.
  9. Competitive Conditions
    1. A User during the whole period of time during which the Agreement is valid shall comply with fair business practices, however the User knows and agrees that Fox and Felix has no non-competition obligations.
    2. User knows and agrees that Fox and Felix can in its own discretion in accordance to this Agreement offer a Client the potential Contractor Fox and Felix deems fit. In case the User is not considered for a Request, it will not have any access to information on the Request beyond what is specified in this Agreement.
    3. User understands that Fox and Felix System promotes trust between its Users and that Fox and Felix encourages simplified information and human resource exchange for the purposes of sub-contracting. In the event a User employs an Employee from its Sub-contractor within two years such Employee was involved in fulfilling an associated Work Agreement, such User is regarded as dishonoring trust practices of Fox and Felix System. As such action demotes the trust between Fox and Felix and its users, User is obligated to compensate Sub-contractor by 10,000 EUR (ten thousand Euro) and Fox and Felix by 2,500 EUR (two thousand five hundred Euro) for each such action.
  10. Publicity
    1. The User agrees that Fox and Felix has the right to but is not obligated to use: the fact that this Agreement was signed; User company name; company description; logo; Fox and Felix System statistical data; when advertising or for other purposes representing its services for potential Clients and other 3rd parties, included but not limited to publications in its announcements, articles, web pages, press, business proposals, TV, radio and presentations.
    2. Fox and Felix is obligated to follow the User requirements regarding User name and or brand use, colors and looks. Fox and Felix can in its own discretion choose the Users it will offer or advertise to particular Clients or any other 3rd party.
  11. Intellectual Property Protection
    1. All exclusive rights to Fox and Felix System, Database, any data formed by Fox and Felix or in Fox and Felix System belongs to Fox and Felix. During the period this Agreement is in effect the User is awarded the non-exclusive right to use Fox and Felix System, Database and data provided by Fox and Felix only for direct commercial use. It is prohibited to use the data from Fox and Felix System for any other purposes other than described in this Agreement, to disclose this information to any 3rd parties without written consent from Fox and Felix.
    2. The User is obligated not to violate the intellectual rights of Clients, other Users and/or Fox and Felix, not to conduct any commercial or technical espionage (including reverse engineering), not to hurt Client, other User and/or Fox and Felix Intellectual Property rights and reputation.
    3. Intellectual Property rights to every Request execution result or other product has to be described in the Work Agreement associated with that Request.
    4. User has to warrant and ensure that it takes over Intellectual Property rights from its Employees and/or Sub-contractors properly every time and reasonably ensures through legal and technical means that Employees and Sub-contractors can’t violate the Intellectual Property rights and those responsible for such violations are brought to justice.
  12. Confidentiality Obligations
    1. CI receiver is obligated to:
      1. To keep CI secret and have all reasonable security measures in place to ensure that CI remains secret and untouched;
      2. Not to use CI for other purposes than it was disclosed for;
      3. Not disclose CI to any 3rd party without a written consent from CI Discloser;
      4. Ensure that CI Discloser would be compensated fully for any direct losses incurred due to the actions of CI Receiver, its managers, competent bodies, Employees, consultants’ prohibited use of the CI or its disclosure.
    2. Obligations described in article 12.1 will not be considered violated if the information was disclosed to the CI Receiver managers, competent bodies, Employees, consultants, auditors or other 3rd parties that must be aware of such information for the purposes of following this Agreement with the condition that they agree to the obligations regarding CI protection. In any case CI Receiver will remain responsible to CI Discloser for any violations made by any party described in this Agreement and is responsible for compensating any damages.
    3. CI remains the property of CI Discloser. This Agreement does not entitle the CI Receiver in any way to the property rights, unless it’s directly specified within the Agreement.
    4. Upon termination of relations associated with this Agreement between the Parties or at any other time that the CI Discloser demands, CI Receiver must return all and every document containing CI to the CI Discloser and destroy any remaining copies of such documents, any electronic files within reason. Fox and Felix does not warrant and has no obligation to ensure, that any information described in this article will be deleted from every program within the cloud and no trace will be left. Fox and Felix retains the right to gather and save all information, provided by the User, specified in Annex 2 or any other information specified in this Agreement.
    5. Such information is not considered CI:
      1. If the CI Receiver is already aware of that information, if there is no CI agreement with the CI Discloser and there are no other obligations to CI Discloser or other parties regarding maintaining secrecy of CI;
      2. The information is obtained by legal means or developed by the CI Receiver, when information is accessible to CI Receiver without any CI obligations to the information source, that is not CI Discloser or its representative or who by the knowledge of CI Receiver is not bound by confidentiality agreement or otherwise obligated to CI Discloser or its representative;
      3. Is already public, not because of CI Receiver illegal disclosure, or it is public because of the current applicable mandatory law;
      4. That the CI Receiver can be obligated to disclose because of current applicable mandatory law, including following orders from competent legal, government bodies with the condition that the CI Discloser will be informed of such actions as soon as possible.
    6. CI Receiver upon violating an article regarding CI within this Agreement will have to pay a fine to CI Discloser equal to 10% of the average estimated value (per first year of execution) of the Request associated with that CI if there is a written demand from the CI Discloser, or 1000 EUR at minimum. CI Receiver also has to compensate all direct damages caused by the violation if the fine does not cover them.
  13. Responsibility. Force Majeure
    1. If one Party violates the terms of this Agreement, the other Party will have the right of being compensated for direct damages only that are associated with the violation, except for those cases when it is specified otherwise in this Agreement. In no case unless it’s specified otherwise in this Agreement or current applicable mandatory law will a Party be obligated to compensate any non-direct or accidental damages.
    2. Fox and Felix in no case is responsible for the actions or lack of actions of any User or Employee, their performance, Request execution or any other obligations towards the Client, termination of agreements with Clients, damage to reputation, and any other kind of damages except for those that are specified in this Agreement or the current applicable mandatory law.
    3. Fox and Felix under no circumstances takes responsibility for the Client Payment issues, any other obligations Client fails to follow or any other associated risk.
    4. The User takes all responsibility for the negotiation regarding Requests, Work Agreement, Request execution, following legal requirements, mediation of disputes with Clients, compensation for damages to Clients or any 3rd party.
    5. User takes all responsibility and risk associated with the selection of Sub-contractors and their performance on the Request, also for drafting, signing and following a proper Work Agreement.
    6. Fox and Felix will under no circumstances compensate any expenses incurred by the User for following this Agreement.
    7. User is obligated to protect Fox and Felix and Fox and Felix staff, other Users and their Employees from any damages, fines, sanctions, actions of government institutions or any other expenses (including reasonable expenses for lawyers) in any process and or proceedings raised because of actions or lack of actions from User, User Employee or any other 3rd party acting at the instruction of the User, any violation of this Agreement or the current applicable mandatory law, accident or other circumstances that the User is directly or indirectly responsible and Fox and Felix takes the same obligation towards the User.
    8. Force majeure. A Party will not be held responsible for failing to follow this Agreement if it happened due to circumstances involving a force majeure, without limitations including: government actions, act of war, act of terrorism, strike, blockade, epidemics, natural disaster, collapse of buildings, fire, flood, earth quake, 3rd party communication equipment failure, or other unusual occurrences, that cannot be controlled by the Party which violated the Agreement or foresee at the time of signing this Agreement and which could not be objectively avoided by the Party. Party that is late or cannot follow the Agreement because of force majeure must inform the other Party within three (3) days about such circumstances and how it will affect the following of this Agreement. If the force majeure circumstances are a month or longer in duration any Party can give a written notice and terminate the Agreement without incurring any penalties.
  14. Validity, Modification and Termination
    1. This Agreement is considered valid from the moment it is signed by both Parties and is in effect indefinitely until all obligations are fulfilled.
    2. If one of the Parties violates the essence of the Agreement, the other Party has a right to terminate the Agreement giving the notice 10 calendar days prior to the termination, if the Party fails to restore the damages done by the violation.
    3. In instances when the Agreement is updated by Fox and Felix, the User has a right to terminate this Agreement without a prior notice in the period since Fox and Felix has made changes to the Agreement and before they came into effect.
    4. Fox and Felix has the right to reveal to public the fact of termination of the Agreement and the reason behind it, publication can be made on Fox and Felix System, newsletter or any other media.
    5. Regardless of the reason for termination the Parties have to make any payments no later than on the last day this Agreement is valid. In case a User got a Request during the validity period of this Agreement, all clauses related to Commission in this Agreement stay valid until the Work Agreement is completed and all associated payments are made.
    6. After the termination the User right of access to Fox and Felix System is restricted as soon as possible.
    7. User agrees that, that in the event of Agreement termination, Fox and Felix saves and can use all information collected about the User for unlimited amount of time, except for any personal information about Employees of the User.
    8. After termination of the Agreement sections regarding Representations and Warranties of the Parties, Price and Payment Arrangements, Competitive Conditions, Confidentiality Obligations, Responsibility and Force Majeure stay valid.
    9. Unless otherwise agreed between the Parties, confidentiality obligations stay valid for 3 years after the termination of this Agreement.
  15. Other Terms
    1. While following this Agreement the Parties are obligated to act honestly and cooperate, as soon as possible inform each other about any circumstances that might affect the ability to follow the Agreement, solve any problems through mutual agreement.
    2. One of the goals of this Agreement – trust building between Fox and Felix and its Users and among the Users themselves, forming of a united community, because of this any sort of dishonest business practice, unauthorised CI disclosure, violating the terms of usage of Fox and Felix System, any sort of violation against the Terms of Service will be considered a violation of this Agreement essence.
    3. This Agreement does not create any legal body, partnership, joint venture, agency, representation, distribution or other relations between the Parties that are not directly specified in this Agreement.
    4. Any dispute between the Parties must be provided in a written form. Any dispute, controversy or claim arising out of this Agreement or related to this Agreement, its breach, termination or validity shall be finally settled in accordance to the laws of the Republic of Lithuania.
    5. If any article of this Agreement at any point of time becomes illegal, invalid or unenforceable, this will not affect the other article validity and obligations to follow them. In such a case, the Parties shall agree on replacing the invalid articles, which, as far as possible, have the same legal and economic implications as the recently illegal article.
    6. All notices, correspondence and other documentation relating to this Agreement must be in writing and will be deemed properly served to the Party if delivered personally to an authorized representative of the party or sent by registered mail, facsimile (with confirmation of receipt) or e-mail at the latest known address of the recipient Party. The Parties undertake to inform each other about their addresses and authorized representatives; correspondence sent to the last known address will be deemed to be properly served.
    7. This Agreement establishes the final agreement of the parties regarding the subject matter, cancels and supersedes all previous agreements on the same subject, either oral or written agreements between the Parties, negotiations, correspondence or suggestions.
    8. User has no right to transfer its rights or obligations under this Agreement to any 3rd party without a written consent from Fox and Felix.
    9. Annexes:
      1. Fox and Felix Cooperation Agreement Annex No 1;
      2. Fox and Felix Cooperation Agreement Annex No 2;
      3. Fox and Felix Cooperation Agreement Annex No 3;

Fox and Felix Cooperation Agreement Annex No. 1

Background

The User agrees that for the services listed in the Agreement certain fees apply. They are listed in detail in this document.

  1. Commission
    1. The User who undertook to complete a Request from a Client and became a Contractor will have to pay Commission to Fox and Felix.
    2. Commission is equal to 10% for each Client Payment with exception to the sale of Product(s), where it is set to 10-30% depending on the conditions specified below.
      1. If User is selling Product(s) to Client and have signed Pledge as specified in Annex 3 of this Agreement, the Commission is equal to 10% for each Client Payment.
      2. If User does have a Pledge, then Commission is equal to 30% for the first 10,000 EUR in Client Payments for the Product(s) to the Client; 20% for Client Payments between 10,001 - 50,000 EUR; and 10% for all Client Payments above 50,000 EUR. Note. The ranges and Commission are counted for each Client separately.
    3. Commission for Client Payments from an individual Client is limited to 3 years counting from the date of the first Client Payment for the Work Agreement.
    4. Contractor pays Commission to Fox and Felix after each Client Payment within 15 calendar days of receiving such payment, unless otherwise specified in separate payment schedule agreements between the Parties.
  2. Referral Compensation
    1. Fox and Felix compensates Referral for its Leads in two methods: by sending a Request of similar value to the Referral; or by paying half of the Commission for Work Agreement resulting from the Lead.
    2. Referral qualifies for commission for the Lead if Fox and Felix does not send a similar size Request to the Referral within 3 months the Lead was sent, or if requested by the Referral to compensate in a form of commission. The commission is paid once every 3 months for as long as Fox and Felix receives Commission from the Contractor executing Lead.

Fox and Felix Cooperation Agreement Annex No. 2

Background

The User agrees that the following data shall be gathered about them, their personnel and the performance of each individual during their involvement in Fox and Felix related activities in order to properly provide all the services within the Agreement.

  1. Public Use of Data Gathered
    1. Fox and Felix has a right, but no obligation to use in its own discretion and choice the fact that this Agreement was signed by the User, User company name, all of the statistical data when advertising or in any form or shape presenting its activities to potential Clients or any other 3rd parties. For this purpose, the User agrees that its company name, logo, publicly listed clients and any information regarding their involvement and performance in Fox and Felix related activities may be published by Fox and Felix in any form of media.
    2. Fox and Felix agrees to follow any demands of the User on how the logo/brand mark must be visually represented, colored and cases when the usage is prohibited.
  2. Information on the User
    1. User provides such information on themselves that can potentially be accessed publicly:
      1. Company Logo;
      2. Full name;
      3. Position within company;
      4. Email;
      5. Mobile number;
      6. Skype ID;
      7. Company name;
      8. Company website URL;
      9. Company description;
      10. Work samples;
      11. Products and all information describing them;
      12. Company pricing information, except for hourly rates;
      13. Other information that can be entered or imported in User’s Account pages by the User and not marked for Fox and Felix admin use only.
    2. User provides such information on themselves that can be accessed by Fox and Felix only:
      1. Hourly rates (broad pricing range can be made public);
      2. Non-disclosure agreement based portfolio items.
  3. Fox and Felix Search Data
    1. With a goal to continuously improve its service quality Fox and Felix tracks the search engine activity and register the events including, but not limited to all information directly related to search query and User or visitor behavior in process of such query.
  4. User Agreements with Clients
    1. Upon signing Work Agreement with any of the Clients, each User must provide such information to Fox and Felix via email, or other means identified by Fox and Felix:
      1. Date of signing the agreement;
      2. Date when work starts and the estimated work end;
      3. Estimated cost of the contract and all other data associated to calculation of Commission;
      4. Functional requirements and technical description, unless otherwise agreed with Parties, based on confidentiality requirements specified by Client;
      5. Data of any Sub-contractors.

Fox and Felix Cooperation Agreement Annex No. 3

  1. IntroductionThis Annex applies to all Users, who have received above zero value Pledge Allowance figure from Fox and Felix in their Fox and Felix Cooperation Agreements and who have a Confirmed Pledge. User (Pledger) agrees to accept defined amount of payments in TAP coupon (/tap) from Fox and Felix, distributors and other stakeholders for their Pledged IP.Definitions:
    1. TAP – Coupon of Fox and Felix Platform, 1 unit of which represents 1/10,000,000 of Total Pledged Value in Fox and Felix.
    2. XTAP - exchange rate of TAP to EUR when buying Pledged IP for TAP: 1 TAP = Total Pledged Value / 10,000,000.
    3. Pledged IP - (a) licensed Intellectual Property; (b) subscription-based cloud software; (c) standardized services listed in Fox and Felix Marketplace by the Pledger that can be paid in TAP.
    4. Pledge - How much stakeholders can buy of Pledged IP for TAP coupon at XTAP rate before the Pledge expires, in the event Pledger would like to terminate the Pledge.
    5. Pledger – User, which has received above zero Pledge Allowance figure from Fox and Felix and has signed above zero Pledge value in any way specified in this Annex.
    6. Pledge Allowance – Maximum Pledge value as determined by Fox and Felix for a particular User.
    7. Confirmed Pledge – Pledge value signed by Pledger in their Fox and Felix Cooperation Agreement, or later added via Fox and Felix System, or sent via email to pledges@Fox and Felix.com and confirmed by Fox and Felix with corresponding Pledge Reward.
    8. Total Pledged Value - Sum value in EUR of all Pledges from Confirmed Pledges + 1 million EUR.
    9. Pledge Reward - Reward in TAP coupons for Pledger for their Confirmed Pledge = 1.25% * Pledge / XTAP.
    10. Total Pledge Rewards – Sum of TAP coupons in all Pledge Rewards.
    11. Distributed TAP – TAP distributed by Fox and Felix to stakeholders according to conditions of Fox and Felix Coupon Model.
    12. Circulation – Distributed TAP, not held in Fox and Felix wallets, or held in Fox and Felix wallets on behalf of Users.
    Because:
    1. Fox and Felix has created and is in control of Fox and Felix Marketplace, that is used to buy, sell and exchange software;
    2. Fox and Felix pre-screens software producers to find ones that have valuable and marketable products;
    3. Fox and Felix helps clients to find the most suitable software development partners and software products for their particular (usually high scale, long-term) need;
    4. Fox and Felix has launched a coupon, which is meant to encourage code re-use, marketing and reward system for TAP stakeholders;
    5. Fox and Felix is releasing 10 million TAP coupons, value of which is based on XTAP rate (/tap);
    6. Pledging is designed to ensure TAP buys at least as much software (or more) compared to the date it was distributed, ensuring favorable use by distributors, Pledgers and other stakeholders;
    7. Coupons are distributed in a unique model (Fox and Felix Coupon Model), creating unparalleled affiliate opportunities: 1. First TAP is backed by software, only then it reaches the market; 1. When paying for Pledged IP, TAP value is equal to XTAP rate and as with new Pledgers this value grows, it provides surplus commission to distributors, while maintaining low fees to Pledgers;
    8. TAP effectively becomes accumulating discount coupon in a period while Fox and Felix is on-boarding new Pledgers and universal software coupon - when on-boarding will reach maturity (at roughly 10,000 products);
  2. General Conditions
    1. Pledged Software – Pledger confirms: a) they have full rights to sell or otherwise distribute the software they listed on Fox and Felix Marketplace; b) descriptions of such software are accurate and not misleading; c) they took necessary steps and will honor any purchase over 100 TAP for their Pledged IP at equal terms as their traditional clients with up to one work day delay; d) they will provide Fox and Felix an up to date pricing of their Pledged IP and that it will be used when calculating how much TAP at XTAP rate should be used to pay for the Pledged IP; e) if pricing in EUR or any other currency in Pledger’s official website (or websites) is less than stated in Fox and Felix Marketplace, Fox and Felix and/or any TAP holder can request such pricing to be used when using TAP for purchase; f) they will provide support to buyers of their Pledged IP as stated by the Pledger in Pledged IP licenses and/or their product page descriptions.
    2. Pledged Value – Pledger confirms: a) they understand Pledge value defines how much Fox and Felix, distributors and stakeholders can buy their product for TAP coupon before their Pledge expires, in the event Pledger would like to terminate the Pledge (if Pledger returns their Pledge Reward in full to Fox and Felix, Pledge Minimum value would be used instead of Pledge value); b) if they request to terminate the Pledge, they will receive 75% on remaining sales proceeds, which would be distributed to the Pledger once Total Pledged Value grows higher than it is at the date the Pledger requested to terminate their Pledge.
    3. Pledge Allowance – Pledge Allowance is no more than (lowest of the following values, but not less than 25,000 EUR): a) specified by Fox and Felix on individual case basis; b) 10% (ten per-cent) of Total Pledged Value;
    4. TAP Distribution - Fox and Felix has issued and distributes 10 million TAP coupons. TAP may be released outside Fox and Felix (in Fox and Felix System and/or over blockchain for better authentication) and Fox and Felix will exchange the older versions of TAP to the newer ones to retain a total of up to 10 million units of TAP in Circulation. Pledger confirms they will accept TAP at XTAP rate for as long as Fox and Felix distributes TAP as per Fox and Felix Coupon Model. If Pledger fulfills all conditions within this Agreement, they will receive Pledge Reward. If Pledger does not fulfill any of the conditions in this Agreement, they may receive a penalty up to the size of their Pledge Reward, paid in TAP to Fox and Felix.
    5. Other Conditions – Fox and Felix has made 1 million EUR pledge as a first pledger and will accept TAP for its products placed in Fox and Felix Marketplace for as long as there will be any TAP in Circulation. Fox and Felix maintains database of all Pledges and gives access to a list of products that could be bought for TAP to any TAP holder, owning over 1000 TAP if requested, with limitations as set by Pledgers.
    6. Untimely Termination – In case Pledger cannot fulfill their Pledge anymore for any reason on their own, they agree to pass access to Pledged IP to Fox and Felix with the right to sell such Pledged IP for the amount equal to Pledge with all sales proceedings going in equal splits to Supplier Pool and Client Pool.
  3. Fox and Felix Coupon ModelFox and Felix has designed a coupon distribution model, which ensures that TAP is distributed primarily to its stakeholders and in a way to maximize growth of Fox and Felix Marketplace and TAP adoption. There is a limited number of TAP (ten million coupons), distributed between five coupon pools, each with certain distribution conditions:
    1. Supplier Pool – 2 million (20%) TAP coupons rewarded to Pledgers as Pledge Reward, per its reward formula.
    2. Partner Pool – 2 million (20%) TAP coupons rewarded to partners, who should provide substantial growth in Fox and Felix Marketplace clientele, or Pledgers. Limitation – Fox and Felix has a right to reward partners in total no more than 2 * Total Pledge Rewards + 100,000 TAP in any given point of time.
    3. Infrastructure Pool – 2 million (20%) TAP coupons rewarded to infrastructure producers, who contribute legal, technological, or business support to expansion of Fox and Felix Marketplace and/or use cases for TAP. Limitation – Fox and Felix has a right to reward infrastructure producers in total no more than 2 * Total Pledge Rewards + 100,000 TAP in any given point of time.
    4. Client Pool – 2 million (20%) TAP coupons sold as software coupons to Fox and Felix clients (with intention to favor software service companies, which could use TAP to buy products for their clientele). Limitation – Fox and Felix has a right to sell clients in total no more than 2 * Total Pledge Rewards + 100,000 TAP in any given point of time.
    5. Team Pool - 2 million (20%) TAP coupons split between shareholders and employees of Fox and Felix. Limitations: a) Locked for 1 year from the moment Total Pledged Value will surpass 10 million EUR; b) Unlocked afterwards proportionally based on formula: 0.25 * (sum of TAP distributed from Supplier, Partner, Infrastructure and Client Pools).